Cross-border mergers fail at due diligence more often than at negotiation. The question is not whether the target exists — it is who controls it, what the shareholder can enforce, and where the chain of authority breaks before the registry shows it.
This checklist addresses the control layer: what to confirm, from which source, and where that source stops.
Scope35 jurisdictions · cross-border corporate structures · verified against official registries, September 2026 AngleControl — who actually controls the company and what the shareholder can enforce Price tiersNot applicable to this page — informational checklist Data ceilingThe ceiling of what the sources allow is stated before payment on each jurisdiction-specific reportA cross-border merger involves at least two legal entities in two jurisdictions. Each entity carries its own registry layer, its own disclosure rules, and its own gap between what is filed and what is true.
The checklist below organises the verification work into five control domains. Each domain names the source category, the condition of access, and the point at which the source stops answering.
What to confirm:
Source category: national commercial registry or companies register.
Access condition: most EU registries are accessible without registration for basic status checks. Several require a national electronic identifier or a declaration of legitimate interest for document-level access. Non-EU jurisdictions vary widely.
Where the source stops: a registry showing "active" confirms only that no dissolution has been recorded. It does not confirm that the entity is trading, solvent, or in compliance with filing obligations.
What to confirm:
Source category: shareholder register filed with the commercial registry; in some jurisdictions, a separate members' register held at the registered office.
Access condition: filed shareholder lists are publicly accessible in Germany (handelsregister.de), the United Kingdom (Companies House), Poland (KRS), and several other jurisdictions. In others, the list is held privately and produced only on request by a party with demonstrated legal interest.
Where the source stops: a filed shareholder list shows the position at the date of last filing. It does not show transfers made since that filing. In jurisdictions where share transfers take effect on execution rather than on registration, the filed list may be weeks or months behind the actual position.
Nominee arrangements are not disclosed in most registries. A shareholder appearing by name may hold on behalf of an undisclosed principal. The registry does not flag this.
What to confirm:
Source category: UBO register or equivalent beneficial ownership register.
Access condition: following the CJEU judgment in C-37/20 (November 2022), EU member states are no longer required to provide unrestricted public access to UBO registers. Access conditions differ by jurisdiction. Several member states restrict access to competent authorities and persons with a legitimate interest. The UK PSC register and the Polish CRBR remain accessible, but access conditions for both should be verified against current rules before reliance.
Where the source stops: a UBO register records what the entity has declared. It does not independently verify the declaration. Structures using multiple layers of holding companies across jurisdictions may satisfy the filing obligation at each layer while obscuring the natural person at the top. The register shows the declared beneficial owner; it does not confirm that the declaration is complete or accurate.
What to confirm:
Source category: commercial registry (directors filed on incorporation and on each change); disqualification registers where they exist.
Access condition: director filings are generally accessible through the same commercial registry as shareholder data. Disqualification registers exist in the UK (Companies House), Ireland (CRO), and a number of other jurisdictions. Cross-border disqualification checks require separate queries in each relevant jurisdiction; there is no consolidated EU-wide disqualification database.
Where the source stops: a registry confirms appointment and removal. It does not confirm whether a director is actively exercising authority or has been informally displaced. Shadow directors and de facto directors are not recorded anywhere.
Signatory authority limits set in the articles or in internal resolutions may not be visible in the registry. A director appearing with full authority in the registry may be subject to internal restrictions that bind the company but are not disclosed externally.
What to confirm:
Source category: charges register (where it exists); insolvency register; court records.
Access condition: the UK maintains a charges register at Companies House. Ireland maintains one at the CRO. Many civil law jurisdictions record pledges over shares in the commercial registry or in a separate pledge register. Insolvency registers exist in most EU jurisdictions and are accessible online; the EU Interconnection of Insolvency Registers (IIR) provides a single-entry point for participating member states.
Where the source stops: a negative result in an insolvency register confirms that no proceeding has been recorded. It does not confirm that no application has been filed and not yet processed. Processing delays vary by jurisdiction and by court.
Charges registered in one jurisdiction do not appear in the registers of other jurisdictions. A group structure with assets in multiple countries requires separate checks in each.
Official registries record what has been filed. They do not record what has not been disclosed, what has been filed incorrectly, or what has changed since the last filing.
Five structural limits apply across all 35 jurisdictions covered:
Filing lag. Share transfers, director changes, and charge registrations take effect at different moments in different jurisdictions — sometimes on execution, sometimes on registration. The registry reflects the position at the date of last accepted filing, not the position today.
Nominee opacity. No registry in the 35-jurisdiction set flags nominee arrangements as such. A shareholder appearing by name may hold on behalf of an undisclosed principal. Establishing nominee status requires contractual evidence outside the registry.
Multi-layer structures. A shareholder that is itself a legal entity requires a separate registry query in its home jurisdiction. Each additional layer requires a further query. The chain is followed until it reaches a natural person or until a jurisdiction does not disclose its members — whichever comes first.
Language and format. Registry outputs in non-English jurisdictions are issued in the official language of that jurisdiction. Structured data is not available from all registries; several issue PDF scans of handwritten or typed documents. Translation and interpretation are outside the registry's scope.
Access conditions for foreign applicants. Several registries require a national electronic identifier, a local address, or a declaration of legitimate interest that a foreign applicant cannot satisfy without local assistance. The registry does not waive this condition for due diligence purposes.
The ceiling of what the sources allow is stated before payment on each jurisdiction-specific report. No report states more than the source permits.
Discrepancies between sources are themselves findings. Three patterns recur across cross-border merger due diligence:
Registry versus filed accounts. A shareholder list filed with the commercial registry may show a different ownership percentage than the equity structure disclosed in the most recent filed financial statements. The discrepancy may reflect a transfer not yet registered, a conversion of instrument, or an error in one filing. It requires resolution before the merger proceeds.
UBO register versus shareholder register. The declared beneficial owner in the UBO register may not correspond to the shareholder of record. This is not automatically improper — nominee and trust arrangements are lawful in many jurisdictions — but the basis for the discrepancy must be established and documented.
Domestic registry versus foreign group registry. A subsidiary registered in one jurisdiction may appear in the group's home-jurisdiction registry with different directors or a different ownership percentage. Cross-border group registries are not synchronised. Each jurisdiction's filing is authoritative only for that jurisdiction.
| Domain | What to confirm | Source category | Where the source stops |
|---|---|---|---|
| Legal existence | Active status, registered identity | Commercial registry | Does not confirm solvency or trading status |
| Ownership structure | Shareholders, holdings, nominee flags | Filed shareholder list | Reflects last filing date, not current position |
| Beneficial ownership | Ultimate natural person above threshold | UBO register | Records declaration, does not verify it |
| Directors and authority | Current directors, disqualification, signatory limits | Commercial registry; disqualification register | Does not record shadow directors or internal restrictions |
| Encumbrances and insolvency | Charges, pledges, insolvency proceedings | Charges register; insolvency register | Does not capture unfiled or cross-border charges |
Does a clean registry result mean the target is unencumbered? A clean result in a charges register confirms that no charge has been recorded in that register in that jurisdiction. It does not confirm the absence of charges registered in other jurisdictions, charges not yet filed, or contractual restrictions that do not require registration.
How current is the shareholder list in the registry? The shareholder list reflects the position at the date of the last accepted filing. In jurisdictions where transfers take effect on execution, the filed list may not reflect transfers completed after that date. The gap between execution and registration varies by jurisdiction and by the diligence of the parties.
Can a foreign applicant access all 35 registries directly? Access conditions differ. Several registries require a national electronic identifier, a local address, or a declaration of legitimate interest. A foreign applicant without local infrastructure cannot satisfy these conditions directly. What is being paid for, where a registry is technically free, is the removed path: registration, national identifier, language, electronic signature, declaration of legitimate interest.
What happens when the chain of ownership crosses a jurisdiction that does not disclose members? The chain is followed to that point. The report names the jurisdiction, the entity at which the chain stops, and the reason the source does not go further. That finding is itself a result.
Is a UBO register declaration reliable? A UBO register records what the entity has declared. The declaration is made under a legal obligation, and false declarations carry penalties. The register does not independently verify the declaration against the underlying corporate documents. Verification requires cross-referencing the declaration against the shareholder register, the articles, and any shareholders' agreement.
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Katharina Berg — Partner, Central Europe, VLO Law Firm